Securities Law & Instruments

Headnote

Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the Business Corporations Act (British Columbia).

Statutes Cited

Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 181.

Securities Act, R.S.O. 1990, c. S.5, as am.

Regulations Cited

Regulation made under the Business Corporations Act, Ont. Reg. 289/00, as am., s. 4(b).

Securities Act,R.S.O. 1990, c. S.5, as am.

IN THE MATTER OF R.R.O. 1990, REGULATION 289/00, AS AMENDED (the "Regulation") MADE UNDER THE BUSINESS CORPORATIONS ACT (ONTARIO), R.S.O. 1990, c. B.16, AS AMENDED (the "OBCA") AND IN THE MATTER OF CASPIAN ENERGY INC.

CONSENT (Subsection 4(b) of the Regulation)

UPON the application of Caspian Energy Inc. (the "Applicant") to the Ontario Securities Commission (the "Commission") requesting the consent from the Commission, pursuant to subsection 4(b) of the Regulation, for the Applicant to continue in another jurisdiction pursuant to Section 181 of the OBCA (the "Continuance");

AND UPON considering the application and the recommendation of the staff of the Commission;

AND UPON the Applicant representing to the Commission that:

1. The Applicant intends to apply to the Director under the OBCA pursuant to Section 181 of the OBCA for authorization to continue under the Business Corporations Act (British Columbia) (the "BCBCA") under its name Caspian Energy Inc. The Applicant has a name reservation granted by the Registrar of Companies, British Columbia in the name CASPIAN ENERGY INC., under name reservation number NR 1998671. The Applicant does not intend to change its name in connection with the Continuance.

2. The Applicant was incorporated as a private company under the OBCA on January 26, 1982 under the name "Northway Explorations Limited". By articles of amendment dated February 3, 1986, the Applicant's authorized capital was changed to consist of an unlimited number of common shares without par value. By articles of amendment dated October 3, 1986, the private company restrictions were removed from the Applicant's articles. Effective September 2, 2004, the Applicant's articles were amended to change its name to "Caspian Energy Inc." The Applicant's articles were further amended on February 20, 2014 to effect the consolidation of its securities on a 10 to 1 basis. The Applicant continues to exist under the OBCA.

3. The head office of the Applicant is located at 396 -- 11th Avenue S.W., Suite 410, Calgary, Alberta, T2R 0C5 and its registered office is located at 2100 Scotia Plaza, 40 King Street West, Toronto, Ontario, Canada, M5H 3C2. Following the Continuance, the Applicant intends to change its registered office to 2200 HSBC Building, 885 West Georgia Street, Vancouver, British Columbia, V6C 3E8.

4. The financial year end of the Applicant is December 31.

5. The authorized share capital of the Applicant comprises an unlimited number of common shares (the "Caspian Shares"), of which 134,434,109 were issued and outstanding as of February 11, 2015. All of the Caspian Shares are currently listed on the NEX board of the TSX Venture Exchange (the "NEX") under the symbol CZK.H. The Applicant does not have any securities listed on any other exchange.

6. The Applicant is currently an "offering corporation" under the OBCA and is a reporting issuer under the Securities Act (Ontario), R.S.O. 1990, c. S.5, as amended (the "Securities Act"), and the securities legislation of British Columbia and Alberta. The Applicant is not a reporting issuer or equivalent in any other jurisdiction. The Alberta Securities Commission is currently the Applicant's principal regulator.

7. A summary of the material provisions respecting the proposed Continuance has been provided to the shareholders of the Applicant in the management information circular of the Applicant dated November 12, 2014 (the "Circular") in respect of the Applicant's annual and special meeting of the Applicant's shareholders (the "Shareholders") held on December 12, 2014 (the "Meeting"). The Circular was mailed on November 14, 2014 to Shareholders of record at the close of business on November 10, 2014, was filed on November 14, 2014 on the System for Electronic Document Analysis and Retrieval ("SEDAR") and includes full disclosure of the reasons for, and the implications of, the proposed Continuance and a summary of the material differences between the OBCA and the BCBCA.

8. In accordance with the OBCA, the Securities Act and the Applicant's constating documents, the special resolution of Shareholders obtained at the Meeting in connection with the proposed Continuance (the "Continuance Resolution") required the approval of 66 2/3% of the aggregate votes cast by Shareholders present in person or by proxy at the Meeting. Each Shareholder was entitled to one vote for each Caspian Share held.

9. The Shareholders had the right to dissent with respect to the proposed Continuance pursuant to Section 185 of the OBCA, and the Circular disclosed full particulars of this right in accordance with applicable law.

10. The Continuance Resolution was approved at the Meeting by 99.99% of the votes cast by Shareholders in respect of the Continuance Resolution. None of the Shareholders exercised dissent rights pursuant to section 185 of the OBCA.

11. The Continuance is proposed to be made to satisfy a condition precedent to the completion of the Filer's previously announced acquisition of the ownership interests in Aral Petroleum Capital LLP ("Aral") not already owned by the Applicant. The Applicant currently owns a 40% indirect interest in Aral, which is the operating entity of the exploratory licence for the area referred to as the "North Block" in Kazakhstan.

12. The Applicant is not in default under any provision of the OBCA, the Securities Act and the securities legislation of all other jurisdictions in which it is a reporting issuer, and the regulations and rules made thereunder (collectively, the "Legislation").

13. The Applicant is not a party to any proceeding or, to the best of its information, knowledge and belief, any pending proceeding under the Legislation.

14. Following the Continuance, the Applicant will remain a reporting issuer in Ontario and in each of the other jurisdictions where it is currently a reporting issuer and the Alberta Securities Commission with continue to be the Applicant's principal regulator.

The material rights, duties and obligations of a corporation governed by the BCBCA are substantially similar to those of a corporation governed by the OBCA.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

THE COMMISSION HEREBY CONSENTS to the continuance of the Applicant as a corporation under the BCBCA.

DATED at Toronto, Ontario on this 20th day of February, 2015.

"Mary Condon"
Commissioner
Ontario Securities Commission
 
"Anne Marie Ryan"
Commissioner
Ontario Securities Commission